Election to Purchase. (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of One Madison Corporation (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: __________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
Appears in 2 contracts
Samples: Warrant Agreement (One Madison Corp), Warrant Agreement (One Madison Corp)
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares shares of Common Stock and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation (the “Company”) SP Acquisition Holdings, Inc. in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event ____ and that the Warrant has been called for redemption by the Company pursuant such shares be delivered to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant ________________ whose address is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ___________ _____________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, whose address is __________________ and the undersigned requests that such a new Warrant Certificate representing the remaining balance of such shares be delivered to _______________registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to __. Date: _______________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: whose address is __________________. Signature: Date: , 20 Signature Guaranteed: EXHIBIT B LEGEND FOR PRIVATE WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN [AND ARE SUBJECT TO FORFEITURE IN CERTAIN CIRCUMSTANCES].(1) SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. __________ _______ THE SIGNATURE(SWarrants ---------- (1) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED)Only applies to Initial Founder's Warrants.
Appears in 2 contracts
Samples: Warrant Agreement (SP Acquisition Holdings, Inc.), Warrant Agreement (SP Acquisition Holdings, Inc.)
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Ordinary Shares and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation (the “Company”) Overture Acquisition Corp., in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ________________, whose address is ___________________________________ and that such Ordinary Shares shares be delivered to ________________________ whose address is ______________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ________________________________. DateDated: ____________, 20______ (SignatureSIGNATURE) (AddressADDRESS) (Tax Identification NumberTAX IDENTIFICATION NUMBER) Signature Signatures(s) Guaranteed: _________________________ Exhibit A ASSIGNMENT To be Executed by the Registered Holder in Order to Assign Warrants For Value Received,___________________________________hereby sell, assign, and transfer unto _____________________________________________________________________________________________ (PLEASE TYPE OR PRINT NAME AND ADDRESS ) _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) and be delivered to______________________________________________________________________________ (PLEASE PRINT OR TYPE NAME AND ADDRESS) _______________________________________of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint_____________________________Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises. Dated:_____________________________ ____________________________________ (SIGNATURE) THE SIGNATURE(S) SHOULD SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PROGRAM PURSUANT TO SEC S.E.C. RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) 17 Ad – 15). Exhibit A EXHIBIT B LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS 30 DAYS AFTER THE DATE UPON WHICH OVERTURE ACQUISITION CORP. (THE “COMPANY”) COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS AND MAY NOT BE EXERCISED DURING SUCH PERIOD. FOR SO LONG AS THE SECURITIES ARE SUBJECT TO SUCH TRANSFER RESTRICTIONS, THEY WILL BE HELD IN AN ESCROW ACCOUNT MAINTAINED BY AMERICAN STOCK TRANSFER & TRUST COMPANY AS ESCROW AGENT UNDER THE ESCROW AGREEMENT (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT).. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ Warrants
Appears in 2 contracts
Samples: Warrant Agreement (Overture Acquisition Corp.), Warrant Agreement (Overture Acquisition Corp.)
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Ordinary Shares and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation (the “Company”) CIS Acquisition Ltd. in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ________________, whose address is _______________________________ and that such Ordinary Shares shares be delivered to _______________________ whose address is ____________ ______________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: _______________________ Date: _____________, 20__ Signature Guaranteed: _________________ LEGEND FOR PLACEMENT WARRANTS THE SIGNATURE(SSECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED)., AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ Warrants
Appears in 2 contracts
Samples: CIS Acquisition Ltd., CIS Acquisition Ltd.
Election to Purchase. (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares shares of Common Stock and herewith tenders payment for such Ordinary Shares shares of Common Stock to the order of One Madison Corporation Gores Technology Partners II, Inc. (the “Company”) in the amount of $__________ $ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares of Common Stock be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is ___________________________________________________ and that such shares of Common Stock be delivered to whose address is _________________________________________________________. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of ______________________________, whose address is and that such Warrant Certificate be delivered to _______________________________________________, whose address is _____________________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 6.4 of the Warrant Agreement, the number of Ordinary Shares shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 6.4 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Sharesshares of Common Stock. If said number of shares is less than all of the Ordinary Shares shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares shares of Common Stock be registered in the name of _____________________, whose address is and that such Warrant Certificate be delivered to ________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________. [Signature Page Follows] Date: , 20__ 2021 (Signature) (Address) (Tax Identification Number) Signature Guaranteed: __________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC S.E.C. RULE 17Ad-15 (OTHER OR ANY SUCCESSOR RULE) )). EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG GORES TECHNOLOGY PARTNERS II, INC. (THE “COMPANY”), GORES TECHNOLOGY PARTNERS SPONSOR II LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.” No. Warrants
Appears in 2 contracts
Samples: Warrant Agreement (Gores Technology Partners II, Inc.), Warrant Agreement (Gores Technology Partners II, Inc.)
Election to Purchase. (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [shares of Class A] / [Class C]Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order A Common Stock of One Madison Corporation ProFrac Holding Corp. (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares of Class A Common Stock be registered in the name of _______________, whose address is ___________________________ and that such Ordinary Shares shares of Class A Common Stock be delivered to _______________________ whose address is _________________________________. If said number of shares of Class A Common Stock is less than all of the Ordinary Shares shares of Class A Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares shares of Class A Common Stock be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the The Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to may only be exercised on a “cashless” basis pursuant to Section 7.4 3.3.1 of the Warrant Agreement. Accordingly, (i) the number of Ordinary Shares shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section 3.3.1 of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Sharesshares of Class A Common Stock. If said number of shares is less than all of the Ordinary Shares shares of Class A Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares shares of Class A Common Stock be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. [Signature Page Follows] Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: __________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER OR ANY SUCCESSOR RULE) )). EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”
Appears in 2 contracts
Samples: Warrant Agreement (ProFrac Holding Corp.), Warrant Agreement (ProFrac Holding Corp.)
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares shares of Common Stock and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Selway Capital Acquisition Corporation (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event ____ and that the Warrant has been called for redemption by the Company pursuant such shares be delivered to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant ________________ whose address is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ___________ _____________________________. If said number of shares is less than all of the Common Stock purchasable hereunder, whose address is __________________ and the undersigned requests that such a new Warrant Certificate representing the remaining balance of such shares be delivered to _______________registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to __. Date: _______________, 20whose address is __ (_________________. Signature) (Address) (Tax Identification Number) Signature Guaranteed: _______________________ Date: _____________, 20__ Signature Guaranteed: _________________ EXHIBIT B LEGEND FOR PLACEMENT WARRANTS THE SIGNATURE(SSECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED)., AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN ESCROW AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER OF THIS CERTIFICATE. THESE SHARES MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH THAT AGREEMENT. No. _____ _______ Warrants EXHIBIT C Warrant Agent Fees Description Amount ($) Fee for acting as Warrant Agent 2,500
Appears in 1 contract
Samples: Warrant Agreement (Selway Capital Acquisition Corp.)
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares shares of Common Stock and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation (the “Company”) ASM Acquisition Company Limited in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event ____ and that the Warrant has been called for redemption by the Company pursuant such shares be delivered to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant ________________ whose address is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ___________ _____________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, whose address is __________________ and the undersigned requests that such a new Warrant Certificate representing the remaining balance of such shares be delivered to _______________registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Signature: Date: _____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: _________________ LEGEND FOR PRIVATE WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN AND UNDER AN ESCROW AGREEMENT TO BE EXECUTED BY THE COMPANY AND THE INITIAL SHAREHOLDERS (AS DEFINED THEREIN). SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. ____________ _______ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).Warrants
Appears in 1 contract
Samples: ASM Acquisition CO LTD
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares shares of Common Stock and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation (the “Company”) BPW Acquisition Corp. in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event ____ and that the Warrant has been called for redemption by the Company pursuant such shares be delivered to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant ________________ whose address is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ___________ _____________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, whose address is __________________ and the undersigned requests that such a new Warrant Certificate representing the remaining balance of such shares be delivered to _______________registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: __________________________________ THE SIGNATURE(S) SHOULD MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC S.E.C. RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) 17Ad-15). EXHIBIT B LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED), AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THAT CERTAIN WARRANT AGREEMENT REFERRED TO HEREIN [AND ARE SUBJECT TO FORFEITURE IN CERTAIN CIRCUMSTANCES AS SET FORTH IN THAT CERTAIN WARRANT AGREEMENT REFERRED TO HEREIN]*. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. Warrants ______________ * Only applies to Founders’ Warrants.
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such shares to the order of OpGen, Inc. (the “Company”) in the amount of $[____________ [Class A] / [Class C]Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of One Madison Corporation (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of [_________], whose address is and that such shares be delivered to whose address is _____________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of [____________], whose address is [___________________________ ], and that such Ordinary Shares Warrant Certificate be delivered to _______________________ whose address is [_________________________________. If said number of shares ], whose address is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [_____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement]. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 3.3.2 of the Warrant Agreement, the number of Ordinary Shares shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 3.3.2 of the Warrant Agreement. ____________________ a “Cash Exercise” with respect to ____________ Warrant Shares; and/or ____________________ a “Cashless Exercise” with respect to __________ Warrant Shares, resulting in a delivery obligation by the Company to the Holder of shares of Common Stock representing the applicable Net Number, subject to adjustment. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Sharesshares of Common Stock. If said number of shares is less than all of the Ordinary Shares shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares shares be registered in the name of [_____________], whose address is [_____________________________], whose address is __________________ and that such Warrant Certificate be delivered to [_____________________________], whose address is [___________________________]. Date: ____________, 20__ 20 (Signature) (Address) (Tax Identification Number) Signature Guaranteed: __________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDTax Identification Number).
Appears in 1 contract
Samples: Warrant Agreement (Opgen Inc)
Election to Purchase. (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise _________ of the rightClass A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, represented by this and herewith tenders (or is concurrently tendering) payment for such Warrant Certificate, to receive Shares in an amount determined in accordance with the terms of the Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of ____________ [Class A] / [Class C]Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of One Madison Corporation (the “Company”) in the amount of $____________, whose address is ___________ in accordance with the terms hereof. The undersigned requests ________________________________________and that a such certificate for such Ordinary Shares be registered in the name of delivered to ___________________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares Warrants is less than all the number of Warrants evidenced by the Ordinary Shares purchasable hereunderWarrant Certificate (as calculated pursuant to the Warrant Agreement), the undersigned requests that a new Warrant Certificate representing evidencing the remaining balance number of such Ordinary Shares Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________, whose address is ________, whose address is _ _________________________________. DateDated: _________________, 20_______ (Signature) (Address) (Tax Identification Number) Signature GuaranteedName of holder of Warrant Certificate: ______________________________________ THE SIGNATURE(S(Please Print) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKSAddress: ______________________________ ______________________________ Federal Tax ID No.: _____________________ Signature: _____________________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, STOCKBROKERSwithout alteration or enlargement or any change whatever, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAMand if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934the signature above must be guaranteed. Signature Guaranteed: _________________________ Dated: _____________, AS AMENDED).________ N:\Initial\scf\SCF10490 Class A Warrants.doc
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise be executed upon exercise of WarrantWarrant for cash in the event of no Required Shareholder Approval) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive purchase ____________ [Class A] / [Class C]Ordinary Warrant Shares. Because the Required Shareholder Approval has not been obtained by the Issuer, the undersigned hereby irrevocably elects to receive, in lieu of Warrant Shares and herewith tenders payment upon surrender of the Warrant Certificate evidencing such Series B Warrants being exercised by the undersigned hereunder to the Issuer for cancelation in exchange therefor, an amount in cash equal to the Fair Market Value as of the date hereof of such Warrant Shares subject to the exercise hereof less the Exercise Price for such Ordinary Warrant Shares to be delivered to the order of One Madison Corporation undersigned not later than ninety (90) days after the “Company”) in the amount of $__________ in accordance with the terms date hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of ___________, whose address is ____Signature: _______________________ and that such Ordinary Shares be delivered (Signature must conform in all respects to ___name of holder as specified on the face of the Warrant Certificate.) Date: ____________________ whose address is _________________________________WARRANT REGISTER ORIGINAL NUMBER WARRANT OF WARRANTS AND NAMES AND ADDRESS CERTIFICATE NO. If said number of shares is less than all of the Ordinary Shares purchasable hereunderWARRANT SHARES OF WARRANT HOLDERS A-1 1,170,000 Berkshire Hathaway Inc. 0000 Xxxxxx Xxxxx Xxxxx, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________XX 00000 B-1 544,285 Berkshire Hathaway Inc. 0000 Xxxxxx Xxxxx Xxxxx, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: __________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).XX 00000
Appears in 1 contract
Samples: Warrant Agreement (White Mountains Insurance Group LTD)
Election to Purchase. (To Be Executed Upon Exercise be executed upon exercise of WarrantOption) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Option Certificate, to receive ______purchase ______ [Class A] / [Class C]Ordinary Shares and herewith tenders authorizes in payment for such Ordinary Shares to the order reduction of One Madison Corporation (the “Company”) legal fee exercise account in the amount of $__________ all in accordance with the terms hereof. The undersigned requests that a certificate certificates for such Ordinary Shares be registered in the name as follows: Name Number of ___________Shares ---- ---------------- all of whose addresses are Xxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, and that such certificates be delivered to Xxxxxxx & Beam whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________Xxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000. If said number of shares Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Option Certificate representing the remaining balance of such Ordinary the Shares be registered in the name of _____________________________, Xxxxxxx & Beam whose address is __________________ Xxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000 and that such Warrant Certificate Certificates be delivered to _____________________________, Xxxxxxx & Beam whose address is ___________________________Xxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000. In Dated: Signature: ------------------------------ Xxxxxxxx X. Xxxxxxx for XXXXXXX & BEAM, INC. (Signature must conform in all respects to name of holder as specified on a the event that the Warrant has been called for redemption by the Company pursuant to Section 6 face of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(bOption Certificate) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(cOPTION CERTIFICATE THE OPTIONS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK (OR OTHER SECURITIES) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: __________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 19341933. THE OPTIONS, AS AMENDED)SHARES OR OTHER SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. EXERCISABLE FROM 12:00 P.M. LOS ANGELES TIME, ON JUNE 9, 1997 UNTIL 11:59 P.M., LOS ANGELES TIME ON JUNE 9, 2002 No. 0-1 25,000 Options OPTION CERTIFICATE NEW DIRECTIONS MANUFACTURING, INC.
Appears in 1 contract
Samples: Option Agreement (New Directions Manufacturing Inc)
Election to Purchase. (To Be Executed Upon Exercise of Warrantbe executed by the registered holder if such holder desires to exercise the within Warrants) To: NETWORK-1 SECURITY SOLUTIONS, INC. 0000 Xxxxxxxx Xxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 Attention: Avi X. Xxxxx, President and Chief Executive Officer The undersigned hereby (1) irrevocably elects to exercise the right, represented by this Warrant Certificate, his or its rights to receive _______purchase _____ [Class A] / [Class C]Ordinary Shares and herewith tenders shares of Common Stock covered by the within Warrants, (2) makes payment in full of he Purchase Price by enclosure of a certified check, (3) requests that certificates for such Ordinary Shares to the order of One Madison Corporation (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered issued in the name of ___________of: Please print name, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________, 20__ (Signature) (Address) (Social Security or Tax Identification Number) Signature Guaranteed: _______________________________________________ THE SIGNATURE(S_______________________________________________ _______________________________________________ and (4) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKSif said number of shares shall not be all the shares evidenced by the within Warrants, STOCKBROKERSrequests that a new warrant certificate for the balance of the shares covered by the within Warrants be registered in the name of, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAMand delivered to: Please print name and address: _______________________________________________ _______________________________________________ _______________________________________________ In lieu of receipt of a fractional share of Common Stock, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) the undersigned will receive a check representing payment therefor. Dated: _____________________ _________________________________ By: _________________________________ _________________________________ EXHIBIT "C" ----------- THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, IF ANY, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSFER MAY BE PROPERLY MADE UNDER AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS. CONVERTIBLE PROMISSORY NOTE $_________ December ____, 1999 For value received, the undersigned, NETWORK-1 SECURITY SOLUTIONS, INC., a Delaware corporation ("Maker"), promises to pay to the order of______________ , or his or its assigns, ("Holder"), at the office of Maker at 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 or at such other place as Holder may designate, the principal sum of ___________($__________ ), together with accrued interest on the unpaid balance of this Note, beginning as of the date hereof, before or after maturity or judgment, at the rate of eight percent (8%) per annum. The said principal sum, or the amount thereof outstanding, with accrued interest, shall be due and payable on December ___, 2001. If Maker shall fail to pay any amount owing to Holder under this Note when due (whether at stated due date, upon acceleration or otherwise), then to the extent permitted by law Maker will pay interest to Holder, payable on demand, on the amount in default from the date such payment became due until payment in full at the rate of 15% per annum. This Note is one of a series of Notes issued pursuant to the Securities Purchase Agreement, dated the date hereof, between Maker, Holder and certain other investors (the "Purchase Agreement") and is entitled to the benefits thereof and shall be subject to the provisions thereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Network 1 Security Solutions Inc)
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares shares of Common Stock and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation (the “Company”) NTR Acquisition Co. in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event ____ and that the Warrant has been called for redemption by the Company pursuant such shares be delivered to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant ________________ whose address is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ___________ _____________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, whose address is __________________ and the undersigned requests that such a new Warrant Certificate representing the remaining balance of such shares be delivered to _______________registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to __. Date: _______________, 20whose address is __ (_________________. Signature) (Address) (Tax Identification Number) : Date: , 20 Signature Guaranteed: EXHIBIT C [Form of Private Placement Warrant Certificate] [Face] THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE UPON WHICH NTR ACQUISITION CO. COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO (A) ANY OFFICER, DIRECTOR OF EMPLOYEE OF NTR ACQUISITION CO.; (B) NTR PARTNERS LLC; (C) NTR INVESTORS LLC; (D) ANY PERSON WHO IS A MEMBER OF NTR PARTNERS LLC OR NTR INVESTORS LLC ON THE DATE OF THE WARRANT AGREEMENT OR BECOMES A MEMBER OF NTR PARTNERS LLC OR NTR INVESTORS LLC THEREAFTER; OR (E) ANY OTHER PERSON ASSOCIATED WITH NTR PARTNERS LLC OR NTR INVESTORS LLC OR THEIR RESPECTIVE MEMBERS. No. _____ _______ Warrants Warrant Certificate NTR ACQUISITION CO. This Warrant Certificate certifies that ________________________, or registered assigns, is the registered holder of __________ Private Placement Warrants (the “Warrants”) to purchase shares of Common Stock, $.001 par value (the “Common Stock”), of NTR Acquisition Co., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock (each, a “Warrant Share”) as set forth below at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, but only subject to the conditions set forth herein and in the Warrant Agreement. Each Warrant is initially exercisable for one share of Common Stock. The number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. The initial Exercise Price per share of Common Stock for any Warrant is equal to $6.00 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Warrants may be exercised only during the Warrant Exercise Period subject to the conditions set forth in the Warrant Agreement and to the extent not exercised by the end of such Warrant Exercise Period such Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. NTR ACQUISITION CO. By_______________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS[Name] President Countersigned: Dated: , STOCKBROKERS20 AMERICAN STOCK TRANSFER & TRUST COMPANY, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).as Warrant Agent By_______________________________ Authorized Signatory [Form of Private Placement Warrant Certificate] [Reverse]
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares shares of Common Stock and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation (the “Company”) NTR Acquisition Co. in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event ____ and that the Warrant has been called for redemption by the Company pursuant such shares be delivered to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant ________________ whose address is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ___________ _____________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, whose address is __________________ and the undersigned requests that such a new Warrant Certificate representing the remaining balance of such shares be delivered to _______________registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to __. Date: _______________, 20whose address is __ (_________________. Signature) (Address) (Tax Identification Number) : Date: , 20 Signature Guaranteed: EXHIBIT D [Form of Warrant Certificate for Public Warrants] [Face] No. _____ _______ Warrants Warrant Certificate NTR ACQUISITION CO. This Warrant Certificate certifies that ________________________, or registered assigns, is the registered holder of __________ Warrants (the “Warrants”) to purchase shares of Common Stock, $.001 par value (the “Common Stock”), of NTR Acquisition Co., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock (each, a “Warrant Share”) as set forth below at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, but only subject to the conditions set forth herein and in the Warrant Agreement. Each Warrant is initially exercisable for one share of Common Stock. The number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. The initial Exercise Price per share of Common Stock for any Warrant is equal to $6.00 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Warrants may be exercised only during the Warrant Exercise Period subject to the conditions set forth in the Warrant Agreement and to the extent not exercised by the end of such Warrant Exercise Period such Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. NTR ACQUISITION CO. By_______________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS[Name] President Countersigned: Dated: , STOCKBROKERS20 AMERICAN STOCK TRANSFER & TRUST COMPANY, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).as Warrant Agent By_______________________________ Authorized Signatory [Form of Warrant Certificate for Public Warrants] [Reverse]
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise _________ of the rightClass A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, represented by this and herewith tenders (or is concurrently tendering) payment for such Warrant CertificateShares in an amount determined in accordance with the terms of the Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of _______________________, whose address is _________ ________________________________________and that such certificate be delivered to receive _____________ [Class A] / [Class C]Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of One Madison Corporation (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares Warrants is less than all the number of Warrants evidenced by the Ordinary Shares purchasable hereunderWarrant Certificate (as calculated pursuant to the Warrant Agreement), the undersigned requests that a new Warrant Certificate representing evidencing the remaining balance number of such Ordinary Shares Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ___________ and that such Warrant Certificate be delivered to ___________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___. Dated: _________________, __________. Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature GuaranteedName of holder of Warrant Certificate: ______________________________________ THE SIGNATURE(S(Please Print) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKSAddress: ______________________________ ______________________________ Federal Tax ID No.: _____________________ Signature: _____________________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, STOCKBROKERSwithout alteration or enlargement or any change whatever, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAMand if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934the signature above must be guaranteed. Signature Guaranteed: _________________________ Dated: ________________, AS AMENDED)._______ N:\Initial\scf\SCF10490 Class A Warrants.doc
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise of be executed by the holder only if it desires to exercise Warrants evidenced by the within Warrant) TO: GENERAL ACCEPTANCE CORPORATION 0000 Xxxxx Xxxx Bloomington, Indiana 47404 Attention: Chief Financial Officer The undersigned hereby (1) irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _______________ [Class A] / [Class C]Ordinary Shares Warrants, evidenced by the within Warrant for, and herewith tenders payment for such Ordinary Shares to the order of One Madison Corporation (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of ___________, whose address is _______purchase thereunder ____________________ and Shares issuable upon exercise of said Warrants, (2) makes payment in full of the Purchase Price of such Shares, (3) requests that such Ordinary certificates for the Shares be issued in the name of: Please print Social Security or Tax Identification Number ================================================================= (Please print name and address) ================================================================== and (4) if said number of Warrants shall not be all the Warrants evidenced by the within Warrant, requests that a new Warrant evidencing Warrants not so exercised be issued in the name of and delivered to ________________to: ------------------------------------------------------------------- (Please print name and address) ------------------------------------------------------------------ ------------------------------------------------------------------- In lieu of receipt of a fractional Share the undersigned hereby elects (check the appropriate line): _______ whose address is (i) to receive a cash payment, and the check representing payment thereof should be made payable to ----------------------------------------------------------------- ----------------------------------------------------------------- (Please print name and address) and should be delivered to ------------------------------------------------------------ G:\LEGAL\XXXX\XXXXX\WAR913.WPD 14 _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is ; or __________________ and that (ii) to credit the amount of such Warrant Certificate be delivered to ________payment against the Purchase Price payable for the Shares issuable upon the exercise of said Warrants. DATED: _____________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is _______________199___ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: __________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKSNOTICE: The above signature must correspond with the name as written upon the face of the within Warrant in every particular, STOCKBROKERSwithout alteration or enlargement or any change whatsoever, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED)or if signed by any other person the Form of Assignment herein must be duly executed.
Appears in 1 contract
Samples: Conseco Inc
Election to Purchase. (To Be Executed Upon Exercise of Warrant) be executed by the registered Holder if Holder desires to exercise the Replacement 2013 Warrant Certificate in whole or in part). TO: American Stock Transfer & Trust Company, LLC, Securities Registrar The undersigned hereby irrevocably elects to exercise the right, Warrants represented by this Replacement 2013 Warrant Certificate, Certificate to receive ____________ [Class A] / [Class C]Ordinary purchase the Shares issuable upon the exercise of such Warrants and herewith tenders payment requests that certificates for such Ordinary Shares to the order of One Madison Corporation (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares stock be registered issued in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is of: PLEASE INCLUDE SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _ _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _ _____________________________, whose address is __________________ [please print name and that address] If such number of Warrants shall not be all the Warrants evidenced by this Replacement 2013 Warrant Certificate, a new Replacement 2013 Warrant Certificate for the balance remaining of such Warrants shall be registered in the name of and delivered to to: PLEASE INCLUDE SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER _____________________________, whose address is _____ ___________________________. Date_______ __________________________________ __________________________________ [please print name and address] Dated: ____________, 20___ (Signature) (Address) (Tax Identification Number) : _______________________________________ Signature Guaranteed: ______________________________________ THE SIGNATURE(SNumber of Warrants being Exercised: ____________________* Number of Shares to be Issued: _____________________ *(No fractional Shares will be issued in connection with the exercise of the Warrants) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION Exercise Price: __________________ x $20.69 = $___________ (BANKSNumber of Shares) o Check here if the exercise price for the Warrants being exercised is included herewith, STOCKBROKERSand is being paid by certified or personal check drawn on a U.S. Bank payable to the order of the Company, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAMor is being wired in accordance with the Warrant Agreement. o If you wish to exercise the Warrant under the Cashless Exercise Method provided in Section 3(a)(ii) of the Warrant Agreement, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED)please check this box.
Appears in 1 contract
Samples: Merchants Bancshares Inc
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares shares of Common Stock and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation (the “Company”) ASM Acquisition Company Limited in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event ____ and that the Warrant has been called for redemption by the Company pursuant such shares be delivered to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant ________________ whose address is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ___________ _____________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, whose address is __________________ and the undersigned requests that such a new Warrant Certificate representing the remaining balance of such shares be delivered to _______________registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Signature: Date: _____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: _________________ LEGEND FOR PRIVATE WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN AND UNDER AN ESCROW AGREEMENT TO BE EXECUTED BY THE COMPANY AND THE INITIAL SHAREHOLDERS (AS DEFINED THEREIN) AND ARE SUBJECT TO REDEMPTION IN CERTAIN CIRCUMSTANCES. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. ____________ _______ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).Warrants
Appears in 1 contract
Samples: ASM Acquisition CO LTD
Election to Purchase. ([To Be Executed Upon Exercise of Warrant) be executed by the registered holder in order to exercise warrant] The undersigned hereby Registered Holder irrevocably elects to exercise the right, Warrants represented by this Warrant Certificate, and to receive ____________ [Class A] / [Class C]Ordinary Shares purchase the shares of Common Stock issuable upon the exercise of such Warrants, and herewith tenders payment requests that certificates for such Ordinary Shares to the order of One Madison Corporation (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares shall be registered issued in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is ________________________________________________ (PLEASE TYPE OR PRINT NAME AND ADDRESS) ______________________________________________________________________________________________________________ (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is _______________________ ___________________________. Date___________________________________________________________________________________ (PLEASE TYPE OR PRINT NAME AND ADDRESS) and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below: Dated: ____________, 20________ ____________________________________ (SignatureSIGNATURE) ____________________________________ (AddressADDRESS) ____________________________________ (Tax Identification NumberTAX IDENTIFICATION NUMBER) Signature Guaranteed: _______________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION Signature must conform in all respects to the name of the Holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the Holder hereof or are to be delivered to an address other than the address of such Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE as that term is defined in Rule 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF of the Securities Exchange Act of 1934, AS AMENDEDas amended). ______________________________________ FORM OF ASSIGNMENT [To be completed and signed only upon transfer of warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________ the right represented by the within Warrant Certificate to purchase ________________ shares of common stock of ENDRA LIFE SCIENCES INC. to which the within Warrant Certificate relates and appoints ______________________________ attorney to transfer said right on the books of ENDRA LIFE SCIENCES INC. with full power of substitution in the premises. Dated: ____________________ ____________________________________ Printed name of Holder ____________________________________ Signature of Holder (signature must conform in all respects to name of holder as specified on the front page of the Warrant Certificate) ____________________________________ Title of Signatory (if Holder is not a natural person) ADDRESS OF TRANSFEREE: ____________________________________ ____________________________________ ____________________________________ ____________________________________ Signature Guaranteed By: _______________________________________________ Signature must conform in all respects to the name of the Holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the Holder hereof or are to be delivered to an address other than the address of such Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares shares of Common Stock and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation (the “Company”) Hanover - STC Acquisition Corp. in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event ____ and that the Warrant has been called for redemption by the Company pursuant such shares be delivered to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant ________________ whose address is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ___________ _____________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, whose address is __________________ and the undersigned requests that such a new Warrant Certificate representing the remaining balance of such shares be delivered to _______________registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to __. Date: _______________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: whose address is __________________. Signature: Date: , 20 Signature Guaranteed: EXHIBIT B LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS 30 DAYS AFTER THE DATE UPON WHICH HANOVER - STC ACQUISITION CORP. (THE “COMPANY”) COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS AND MAY NOT BE EXERCISED DURING SUCH PERIOD. FOR SO LONG AS THE SECURITIES ARE SUBJECT TO SUCH TRANSFER RESTRICTIONS, THEY WILL BE HELD IN AN ESCROW ACCOUNT MAINTAINED BY [CONTINENTAL STOCK TRANSFER & TRUST COMPANY] AS ESCROW AGENT UNDER THE ESCROW AGREEMENT (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT). SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. __________ _______ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).Warrants
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares shares of Common Stock and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation (the “Company”) Alternative Asset Management Acquisition Corp. in the amount of $__________ $ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares shares be registered in the name of _____________________________, whose address is __________________ , and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise Dated: (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________, 20__ (SignatureSIGNATURE) (AddressADDRESS) (Tax Identification NumberTAX IDENTIFICATION NUMBER) Signature Signatures(s) Guaranteed: __________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC S.E.C. RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) 17Ad-15). EXHIBIT B LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS 30 DAYS AFTER THE DATE UPON WHICH ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP. (THE “COMPANY”) COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS AND MAY NOT BE EXERCISED DURING SUCH PERIOD. FOR SO LONG AS THE SECURITIES ARE SUBJECT TO SUCH TRANSFER RESTRICTIONS, THEY WILL BE HELD IN AN ESCROW ACCOUNT MAINTAINED BY CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS ESCROW AGENT UNDER THE ESCROW AGREEMENT (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT).. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. Warrants
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ___purchase _________ [Class A] / [Class C]Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order shares of One Madison Corporation (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests Common Stock, acknowledges that a certificate for such Ordinary Shares be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance it will not dispose of such Ordinary Shares be registered shares except in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to compliance with Section 6 3(b) of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 Securities Act of the Warrant Agreement1933, the number of Ordinary Shares and requests that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows Certificates for such cashless exercise shares be issued and (ii) the holder hereof shall complete the followingdelivered as follows: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature GuaranteedISSUE TO: __________________________________________________ THE SIGNATURE(S(Name) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION __________________________________________________ (BANKSAddress, STOCKBROKERSIncluding Zip Code) __________________________________________________ (Social Security or Tax Identification Number) DELIVER TO: __________________________________________________ (Name) __________________________________________________ (Address, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAMIncluding Zip Code) In full payment of the aggregate purchase price with respect to the number of shares being purchased upon exercise of this Warrant, PURSUANT TO SEC RULE 17Ad-15 the undersigned hereby (OTHER ANY SUCCESSOR RULEcheck applicable payment method): (i)/ / tenders payment of $_________ by certified or bank cashier's check payable to the order of Kani, Inc. or (ii) UNDER THE SECURITIES EXCHANGE ACT OF 1934/ / hereby surrenders to the Company, AS AMENDED).Warrants to purchase ______ shares of Common Stock. If the Warrant is exercised hereby (and surrendered, as the case may be) so as to purchase fewer than all the shares of Common Stock that may be purchased pursuant to this Warrant, the undersigned requests that a new Warrant representing the number of full shares for which the Warrant has not been exercised or surrendered be issued and delivered as set forth below. Name of Warrant holder or Assignee:_____________________________________________ (Please Print) Address:________________________________________________________________________ ________________________________________________________________________________ Signature DATED: , 199_ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) 24 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned represented by the within Warrant, with respect to the number of shares of Common Stock set forth below: Number of Taxpayer Shares of Identification Name of Assignee Address Common Stock Number ---------------- ------- ------------ -------------- and does hereby irrevocably authorize the Company to make such transfer on the Warrant Register maintained at the principal office of the Company. Dated:_____________, 199__ ___________________________ Signature
Appears in 1 contract
Samples: Kani Inc
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares shares of Common Stock and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation (the “Company”) NTR Acquisition Co. in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event ____ and that the Warrant has been called for redemption by the Company pursuant such shares be delivered to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant ________________ whose address is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ___________ _____________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, whose address is __________________ and the undersigned requests that such a new Warrant Certificate representing the remaining balance of such shares be delivered to _______________registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to __. Date: _______________, 20whose address is __ (_________________. Signature) (Address) (Tax Identification Number) : Date: , 20 Signature Guaranteed: EXHIBIT B [Form of Performance Warrant Certificate] [Face] THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE UPON WHICH NTR ACQUISITION CO. COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO (A) ANY OFFICER, DIRECTOR OF EMPLOYEE OF NTR ACQUISITION CO.; (B) NTR PARTNERS LLC; (C) NTR INVESTORS LLC; (D) ANY PERSON WHO IS A MEMBER OF NTR PARTNERS LLC OR NTR INVESTORS LLC ON THE DATE OF THE WARRANT AGREEMENT OR BECOMES A MEMBER OF NTR PARTNERS LLC OR NTR INVESTORS LLC THEREAFTER; OR (E) ANY OTHER PERSON ASSOCIATED WITH NTR PARTNERS LLC OR NTR INVESTORS LLC OR THEIR RESPECTIVE MEMBERS. No. _____ _______ Warrants Warrant Certificate NTR ACQUISITION CO. This Warrant Certificate certifies that ________________________, or registered assigns, is the registered holder of __________ Performance Warrants (the “Warrants”) to purchase shares of Common Stock, $.001 par value (the “Common Stock”), of NTR Acquisition Co., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock (each, a “Warrant Share”) as set forth below at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, but only subject to the conditions set forth herein and in the Warrant Agreement. Each Warrant is initially exercisable for one share of Common Stock. The number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. The initial Exercise Price per share of Common Stock for any Warrant is equal to $6.00 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Warrants may be exercised only during the Warrant Exercise Period subject to the conditions set forth in the Warrant Agreement and to the extent not exercised by the end of such Warrant Exercise Period such Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. NTR ACQUISITION CO. By_______________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS[Name] President Countersigned: Dated: , STOCKBROKERS20 AMERICAN STOCK TRANSFER & TRUST COMPANY, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).as Warrant Agent By_______________________________ Authorized Signatory [Form of Performance Warrant Certificate] [Reverse]
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise of Warrant) CASH EXERCISE: The undersigned hereby irrevocably elects to exercise the right, rights represented by this Warrant Certificate, Certificate to receive ____________ [Class A] / [Class C]Ordinary Shares shares of Common Stock and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation Cytori Therapeutics, Inc. (the “"Company”") in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is _______________________, and that such shares be delivered to _______________________, whose address is _______________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 If said number of shares is less than all of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 shares of the Warrant AgreementCommon Stock purchasable hereunder, the number undersigned requests that a new Warrant Certificate representing the remaining balance of Ordinary Shares such shares be registered in the name of _______________________, whose address is _______________________, and that this such Warrant Certificate be delivered to _______________________, whose address is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement_______________________. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. CASHLESS EXERCISE: In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise exercise, (i) the number of Ordinary Shares shares that this Warrant is exercisable for would be determined in accordance with the relevant section 3.3.2 of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Sharesshares of Common Stock. If said number of shares is less than all of the Ordinary Shares shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is _______________________, and that such Warrant Certificate be delivered to _______________________, whose address is _______________________. Date: ___:_________, 20__ (Signature) (Address) (Tax Identification Number) Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). Signature Guaranteed: __________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15). ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, ______ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO (Please insert social security or other identifying number of assignee) (Please print name and address including zip code of assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint ______ Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Date: ______, 20__ (Signature) (Address) (Tax Identification Number) Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF of the Securities Exchange Act of 1934, AS AMENDEDas amended). Signature Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15). Exhibit B AGENT AND FEE SCHEDULE Exchange: Project Management Fees for up to 100 record stockholders: • $500.00 per month, Agent Fee Covers all services listed in "AGENT SERVICES COVERED" as set forth in Exhibit B for all record date Stockholders. Warrant Agent shall be entitled to reimbursement of all reasonable out-of-pocket expenses including but not limited to postage, stationery and supplies, which will be billed as incurred during the performance of Warrant Agent's duties hereunder, including without limitation: • Out of pocket expenses 1 • Overnight delivery / courier service / photocopy service • Envelopes - outer and BRE (Business Reply Envelopes) 1 • Brochures and enrollment materials • Insurance and courier fees • Printing of check forms and blank stock certificates Although Warrant Agent may advance payment for these expenses and then invoice Company, there are occasions when Warrant Agent may require advance payment toward large expense items.
Appears in 1 contract
Samples: Warrant Agent Agreement (Cytori Therapeutics, Inc.)
Election to Purchase. (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [shares of Class A] / [Class C]Ordinary Shares A Common Stock and herewith tenders payment for such Ordinary Shares shares of Class A Common Stock to the order of One Madison Corporation Thimble Point Acquisition Corp. II (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares of Class A Common Stock be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares shares of Class A Common Stock be delivered to _______________________ whose address is _________________________________. If said number of shares of Class A Common Stock is less than all of the Ordinary Shares shares of Class A Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares shares of Class A Common Stock be registered in the name of _____________________________, whose address is __________________ , and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant (including a Private Placement Warrant) has been called for redemption by the Company pursuant to Section 6 6.5 of the Warrant Agreement and the Company has required cashless a holder thereof elects to exercise its Warrant pursuant to Section 6.3 of the Warrant Agreementa Make-Whole Exercise, the number of Ordinary Shares shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b3.3.1(d) and Section 6.3 6.5 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: __________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
Appears in 1 contract
Samples: Warrant Agreement (Thimble Point Acquisition Corp. II)
Election to Purchase. (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of One Madison Corporation (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of ___________, whose address is _____________purchase ______________ shares of Common Stock, acknowledges that it will not dispose of such shares except in compliance with Section 3(b) of the Warrant Agreement and the Securities Act of 1933, as amended, and requests that Certificates for such Ordinary Shares shares be issued and delivered as follows: Issue to: ------------------------------------------------------------------ (Name) ------------------------------------------------------------------ (Address, including Zip Code) ------------------------------------------------------------------ (Social Security or Tax Identification Number) Deliver to: ------------------------------------------------------------------ (Name) ------------------------------------------------------------------ (Address, including Zip Code) In full payment of the aggregate purchase price with respect to ______________the number of shares being purchased upon exercise of this Warrant, the undersigned hereby (check applicable payment method): (i) / / tenders payment of $_________ whose address is by cashier's check payable to the order of U S Liquids Inc. or (ii) / / hereby surrenders to the Company, Warrants to purchase __________________________________ shares of Common Stock. If said number the Warrant is exercised hereby (and, if applicable, surrendered to purchase shares of shares is less Common Stock) so as to purchase fewer than all the shares of the Ordinary Shares purchasable hereunderCommon Stock that may be purchased pursuant to this Warrant, the undersigned requests that a new Warrant Certificate representing the remaining balance number of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that full shares for which the Warrant has not been called for redemption by the Company pursuant to Section 6 exercised or surrendered be issued and delivered as set forth below. Name of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(bholder or Assignee: ------------------------------------------------------ (Please Print) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: __________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).-30-
Appears in 1 contract
Samples: Warrant Agreement (U S Liquids Inc)
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Ordinary Shares and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation (the “Company”) RNK Global Development Acquisition Corp. in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ________________, whose address is _______________________________ and that such Ordinary Shares shares be delivered to _______________________ whose address is ____________ ______________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: _______________________ Date: _____________, 20__ Signature Guaranteed: _________________ LEGEND FOR PLACEMENT WARRANTS THE SIGNATURE(SSECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED)., AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN ESCROW AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER OF THIS CERTIFICATE. THESE SHARES MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH THAT AGREEMENT. No. _____ _______ Warrants
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Ordinary Shares and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation (the “Company”) Chardan Metropol Acquisition Corp. in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ________________, whose address is _______________________________ and that such Ordinary Shares shares be delivered to _______________________ whose address is ____________ ______________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: _______________________ Date: _____________, 20__ Signature Guaranteed: _________________ LEGEND FOR FOUNDERS’ WARRANTS THE SIGNATURE(SSECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED)., AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN ESCROW AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER OF THIS CERTIFICATE. THESE SHARES MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH THAT AGREEMENT. No. _____ _______ Warrants
Appears in 1 contract
Samples: Chardan Metropol Acquisition Corp.
Election to Purchase. (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise _________ of the rightClass A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, represented by this and herewith tenders (or is concurrently tendering) payment for such Warrant Certificate, to receive Shares in an amount determined in accordance with the terms of the Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of ____________ [Class A] / [Class C]Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of One Madison Corporation (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of ___________, whose address is ___________________________ and that such Ordinary Shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _______ and that such certificate be delivered to ____________ ________________________, whose address is __________________ and that such _________. If said number of Warrants is less than the number of Warrants evidenced by the Warrant Certificate (as calculated pursuant to the Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Warrants evidenced by this Warrant Certificate that are not being exercised be delivered to _registered in the name of ____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to ____________________, whose address is _________, whose address is _ ______________________________. DateDated: _____________, 20_________ (Signature) (Address) (Tax Identification Number) Signature GuaranteedName of holder of Warrant Certificate: ______________________________________ THE SIGNATURE(S(Please Print) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKSAddress: ______________________________ ______________________________ Federal Tax ID No.: _____________________ Signature: _____________________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, STOCKBROKERSwithout alteration or enlargement or any change whatever, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAMand if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, PURSUANT TO SEC RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934the signature above must be guaranteed. Signature Guaranteed: _________________________ Dated: ________________, AS AMENDED).___________ N:\Initial\scf\SCF10490 Class A Warrants.doc
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares shares of Common Stock and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation (the “Company”) Alternative Asset Management Acquisition Corp. in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ________________, whose address is ____________________________ and that such Ordinary Shares shares be delivered to _______________________ whose address is _________________________________. If said number of shares is less than all of the Ordinary Shares shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares shares be registered in the name of _____________________________, whose address is __________________ ______, and that such Warrant Certificate be delivered to _____________________________, whose address is _____________________. Dated: ______. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ____________ _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to (SIGNATURE) _____________________________, whose address is __________ ___________________________. Date: ____________ ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: ___________________________ (ADDRESS) _______________________________________ (TAX IDENTIFICATION NUMBER) Signatures(s) Guaranteed: __________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC S.E.C. RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) 17Ad-15). EXHIBIT B LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS 30 DAYS AFTER THE DATE UPON WHICH ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP. (THE "COMPANY") COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS AND MAY NOT BE EXERCISED DURING SUCH PERIOD. FOR SO LONG AS THE SECURITIES ARE SUBJECT TO SUCH TRANSFER RESTRICTIONS, THEY WILL BE HELD IN AN ESCROW ACCOUNT MAINTAINED BY CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS ESCROW AGENT UNDER THE ESCROW AGREEMENT (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT).
Appears in 1 contract
Samples: Warrant Agreement (Alternative Asset Management Acquisition Corp.)
Election to Purchase. (To Be be Executed Upon upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares ordinary shares and herewith tenders payment for such Ordinary Shares ordinary shares to the order of One Madison Corporation AI TRANSPORTATION ACQUISITION CORP (the “Company”) in the amount of $____________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares ordinary shares be registered in the name of __________________, whose address is ____________________________________ and that such Ordinary Shares ordinary shares be delivered to ________________________ whose address is ___________________________________. If said number of ordinary shares is less than all of the Ordinary Shares ordinary shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares ordinary shares be registered in the name of ___________________, whose address is __________, whose address is _________________________ and that such Warrant Certificate be delivered to _____________________, whose address is ________, whose address is ____________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares ordinary shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares ordinary shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares ordinary shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Sharesordinary shares. If said number of shares is less than all of the Ordinary Shares ordinary shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares ordinary shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: _____ and that such Warrant Certificate be delivered to __________________________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: whose address is ____________________________________________________. Dated: ______________________________ THE SIGNATURE(S(legal signature) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION Date: , 202_ (BANKSSignature) (Address) (Tax Identification Number) Signature(s) Guaranteed: __________________________ The signature must be guaranteed by an eligible guarantor institution (banks, STOCKBROKERSstockbrokers, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO savings & loan associations and credit unions with membership in an approved signature guarantee medallion program pursuant to SEC RULE 17Ad-15 Rule 17A d-15 (OTHER ANY SUCCESSOR RULEor any successor rule) UNDER THE SECURITIES EXCHANGE ACT OF under the Securities Exchange Act of 1934, AS AMENDEDas amended).
Appears in 1 contract
Samples: AI Transportation Acquisition Corp
Election to Purchase. (To Be Executed Upon Exercise of Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____________ [Class A] / [Class C]Ordinary Shares shares of Common Stock and herewith tenders payment for such Ordinary Shares shares to the order of One Madison Corporation (the “Company”) Hanover - STC Acquisition Corp. in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares shares be registered in the name of ________________, whose address is __________________________________________________ and that such Ordinary Shares shares be delivered to ________________________ whose address is ______________________________________. If said number of shares is less than all of the Ordinary Shares shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed. Dated: __________________________________ (SIGNATURE) (ADDRESS) (TAX IDENTIFICATION NUMBER) Signatures(s) Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC S.E.C. RULE 17Ad-15 (OTHER ANY SUCCESSOR RULE) 17Ad-15). EXHIBIT B LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS 30 DAYS AFTER THE DATE UPON WHICH ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP. (THE “COMPANY”) COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS AND MAY NOT BE EXERCISED DURING SUCH PERIOD. FOR SO LONG AS THE SECURITIES ARE SUBJECT TO SUCH TRANSFER RESTRICTIONS, THEY WILL BE HELD IN AN ESCROW ACCOUNT MAINTAINED BY [CONTINENTAL STOCK TRANSFER & TRUST COMPANY] AS ESCROW AGENT UNDER THE ESCROW AGREEMENT (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT).. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ Warrants
Appears in 1 contract
Samples: Warrant Agreement (Alternative Asset Management Acquisition Corp.)
Election to Purchase. (To Be Executed Upon Exercise of Warrant) TO: Intervest Bancshares Corporation The undersigned hereby irrevocably elects to exercise the right, right of purchase represented by this the within Warrant Certificatefor, and to receive ___purchase thereunder, _________ [shares of the Company's Class A] / [Class C]Ordinary Shares B Common Stock provided for thereon and herewith tenders payment requests that certificates for such Ordinary Shares to the order of One Madison Corporation (the “Company”) shares be issued in the amount name of $__________ in accordance with -------------------------------------------------------------------------------- (please print name, address, and social security number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- and, if said number of shares shall not be all the terms hereof. The undersigned requests shares purchasable thereunder, that a certificate new Warrant Certificate for such Ordinary Shares the balance remaining of the shares purchasable under the within Warrant Certificate be registered in the name of ___________, whose address is ___________________________ the undersigned Holder or his Assignee as below indicated and that such Ordinary Shares be delivered to _______________________ whose the address is _________________________________stated below. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _________Dated: ____________________, whose address is _____ Name of Warrantholder or Assignee ----------------------------------- (please print) Address __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: __________________________________ --------------------------------------- Social Security Number _______________________________________ Medallion Signature Guaranteed: Signature _______________________________________ ___________________________NOTE: THE SIGNATURE(SABOVE SIGNATURE MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER, UNLESS THIS WARRANT HAS BEEN ASSIGNED ASSIGNMENT (To be signed only upon assignment of Warrant) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to -------------------------------------------------------------------------------- (BANKSname, STOCKBROKERSaddress and social security number of assignee must be printed or typewritten) all of the rights of the undersigned under the within Warrant, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS with respect to ________________ shares of the Company's Class B Common Stock, hereby irrevocably constituting and appointing Attorney to transfer said Warrant on the books of the Company with full power of substitution in the premises and, if said number of shares shall not be all the shares purchasable hereunder, a new Warrant Certificate for the balance remaining of the shares purchasable under the within Warrant Certificate be registered in the name of the undersigned. Dated: ______________________, _____ ------------------------------------------- Signature of Registered Holder Medallion Signature Guaranteed: Signature _____________________________________ ___________________________NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH MEMBERSHIP THE NAME AS IT APPEARS UPON THE FACE OF THE WITHIN WARRANT CERTIFICATE IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAMEVERY PARTICULAR, PURSUANT TO SEC RULE 17Ad-15 (OTHER WITHOUT ALTERATION OR ENLARGEMENT OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).CHANGE WHATEVER
Appears in 1 contract
Samples: Intervest Bancshares Corp
Election to Purchase. (To Be Executed Upon Exercise of Warrantbe executed by the registered holder if such holder desires to exercise the within Warrants) The undersigned hereby (1) irrevocably elects to exercise the right, represented by this Warrant Certificate, his or its rights to receive purchase ____________ [Class A] / [Class C]Ordinary Shares and herewith tenders shares of Common Stock covered by the within Warrants, and, upon the conclusion of sixty-five days from the date hereof (2) shall make payment in full of the Purchase Price by delivery of cash, a certified check, or bank draft, (3) requests that certificates for such Ordinary Shares to the order shares of One Madison Corporation (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares Common Stock be registered issued in the name of of: Please print name, address and Social Security or Tax Identification Number: ___________, whose address is _____________________________________ ________________________________________________ ________________________________________________ ________________________________________________ and (4) if said number of shares of Common Stock shall not be all the shares evidenced by the within Warrants, requests that a new warrant certificate for the balance of the shares covered by the within Warrants be registered in the name of, and delivered to: Please print name and address: ________________________________________________ ________________________________________________ ________________________________________________ In lieu of receipt of a fractional share of Common Stock, the undersigned will receive a check representing payment therefor. Dated: _____________________ _________________________________ WARRANT HOLDER By: _____________________________ Name: Title: NOTICE OF CASHLESS EXERCISE (To be executed upon exercise of warrant pursuant to Section 1(b)) The undersigned, the Holder of the attached Warrant, hereby irrevocably elects, on the date that is sixty-five days from the date hereof, to exchange its Warrant for _________ shares of Warrant Stock pursuant to the cashless exercise provisions of the within Warrant, as provided for in Section 1(b) of such Ordinary Shares Warrant, and requests that a certificate or certificates for such shares of Warrant Stock (and any warrants or other property issuable upon such exercise) be issued in the name of and delivered to __________________________ whose address is _______________________________ (social security or taxpayer identification number ___. If said number of ________) and, if such shares is less than shall not include all of the Ordinary Shares purchasable hereundershares issuable under such warrant, the undersigned requests that a new Warrant Certificate representing warrant of like tenor and date for the remaining balance of such Ordinary Shares the shares issuable thereunder be registered in delivered to the name of undersigned. HOLDER: Signature Signature, if jointly held Date ASSIGNMENT FORM FOR VALUE RECEIVED, _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to ______________________________ hereby sells, whose address is ___________________________. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement assigns and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____________________________, whose address is __________________ and that such Warrant Certificate be delivered to _____________________________, whose address is ___________________________. Date: ____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteedtransfers unto Name: _____________________________________________ THE SIGNATURE(S(Please typewrite or print in block letters) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION Social Security or Taxpayer Identification Number : the right to purchase Common Stock of BxxXxxx.xxx, Inc., a Nevada corporation, represented by this Warrant to the extent of shares as to which such right is exercisable and does hereby irrevocably constitute and appoint ____________________________, Attorney, to transfer the same on the books of the Company with full power of substitution in the premises. DATED: __________________ Signature Signature, if jointly held Witness: ____________________________ EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (BANKSthis “Agreement”) is made and entered into as of ___________, STOCKBROKERS2011, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAMby and between BxxXxxx.xxx, PURSUANT TO SEC RULE 17Ad-15 Inc., a Nevada corporation (OTHER ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934the “Company”), AS AMENDEDand Halter Energy Capital Corporation, a Texas corporation (the “Investor”).. This Agreement is made pursuant to the Stock Purchase Agreement, dated as of the date hereof, by and between the Investor and the Company (the “Subscription Agreement”), and pursuant to the Securities referred to therein. The Company and the Investor hereby agree as follows:
Appears in 1 contract